Exhibit 10.2





SECOND AMENDMENT TO THIRD AMENDED


AND RESTATED CREDIT AGREEMENT AND CONSENT





This SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT (this Amendment), is dated as of July 12,
2002, by and among AHL SERVICES, INC. (AHL), ARGENBRIGHT, INC. (Argenbright), ARGENBRIGHT HOLDINGS LIMITED (U.S. Holdings), ADI ALPHA HOLDING GMBH (ADI Alpha), TUJA ZEITARBEIT GMBH & CO. KG,
INGOLSTADT, (Tuja), and AHL EUROPE LIMITED (AHL Europe Limited; together with AHL, Argenbright, U.S. Holdings, ADI Alpha and Tuja, collectively referred to as the Borrowers), the undersigned financial institutions
listed on the signature pages hereto as Lenders, and WACHOVIA BANK, NATIONAL ASSOCIATION (formerly First Union National Bank), a national banking association (Wachovia), as administrative agent for the Lenders (in such capacity, the
Administrative Agent).





RECITALS





WHEREAS, the Lenders, the Administrative Agent and the Borrowers are parties to that certain Third Amended and Restated Credit Agreement, dated as of April 12, 2002 (as
amended, restated, supplemented or otherwise modified from time to time, the Credit Agreement; capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement); and





WHEREAS, the Borrowers have requested that the Required Lenders and the Administrative Agent agree to amend
certain provisions of the Credit Agreement as set forth herein.





NOW, THEREFORE, in consideration of the premises
and the agreements, covenants and provisions herein contained and for TEN DOLLARS ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:





|SECTION  1 |  | AMENDMENT TO CREDIT AGREEMENT
|---------- |  | -----------------------------




Subject to the satisfaction of each of the conditions precedent set forth in Section 4 of this Amendment, the Borrowers, the Lenders party hereto and the Administrative Agent hereby agree that the Credit Agreement be, and it
hereby is, amended as follows:





| | 1.1 |  | Amendment to Section 1.1.
| | --- |  | -------------------------




(a) Section 1.1 of the Credit Agreement is hereby amended by deleting from the definition of Availability Reserve the reference to $3,000,000 set opposite the period July
1  31, 2002 and substituting therefor $0.





|SECTION  2 |  | REPRESENTATIONS AND WARRANTIES
|---------- |  | ------------------------------




In order to induce the Administrative Agent and the Lenders to enter into this Amendment,




1




---

each Borrower hereby represents and warrants to the Lenders that: (a) immediately prior to the effectiveness of this Amendment, all of the
representations set forth in the Credit Agreement were accurate in all material respects as of the date hereof, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and
warranties shall have been true and correct on and as of such date, (b) after giving effect to this Amendment, all of the representations and warranties set forth in the Credit Agreement, will be accurate in all material respects as of the date
hereof, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct on and as of such date, and (c) there exists no Default or
Event of Default under the Credit Agreement or the Loan Documents as of the date hereof.





|SECTION  3 |  | AMENDMENT FEE
|---------- |  | -------------




3.1    Each Lender shall be entitled to an amendment fee (the Amendment Fee) of 0.15% of such Lenders Commitment (as defined in the Credit Agreement). The Amendment Fee shall be fully earned and
shall be due and payable by the Borrowers on the date the Borrowers execute this Amendment, if the Amendment is approved by the Required Lenders.





|SECTION  4 |  | CONDITIONS TO EFFECTIVENESS
|---------- |  | ---------------------------




The amendment to the Credit Agreement set forth in Section 1 of this Amendment shall be deemed to be effective on the date hereof but shall be subject to the satisfaction of each of the following conditions precedent:





(a)  The Administrative Agent shall have received counterparts to this Amendment duly
executed by the Borrowers and the Required Lenders.





(b)  The Administrative Agent shall
have received the Amendment Fee.





(c)  The Administrative Agent shall have received such
other documents as it shall have reasonably requested, in form and substance satisfactory to the Administrative Agent.





|SECTION  5 |  | MISCELLANEOUS
|---------- |  | -------------




| | 5.1 |  | Ratification, Reaffirmation, Acknowledgment and Confirmation.
| | --- |  | -------------------------------------------------------------




(a)  By its execution below, each Borrower hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, and each
grant of security interests and liens in favor of the Administrative Agent and the Security Trustee, under each Loan Document to which it, initially or by contract or operation of law (as a result of mergers, amalgamations or otherwise), is a party,
(ii) agrees and acknowledges that such ratification and reaffirmation is not a condition to the continued effectiveness of such Loan Documents, and (iii) agrees that neither such ratification and reaffirmation, nor the Agents nor any
Lenders solicitation of such ratification and reaffirmation, constitutes a course of dealing giving rise to any obligation or condition requiring a similar or any other ratification or reaffirmation from the Borrowers with respect to any
subsequent modification, consent or waiver with respect to the Credit Agreement or other Loan Documents. The Credit Agreement and each other Loan Document is in all respects hereby ratified and confirmed and




2




---

neither the execution, delivery nor effectiveness of this Amendment shall operate as a waiver of any Default or Event of Default (whether or not
known to the Agents, the Security Trustee or any Lender) or any right, power or remedy of the Agents, the Security Trustee or any Lender of any provision contained in the Credit Agreement or any other Loan Document, whether as a result of any
Default or Event of Default or otherwise. This Amendment shall constitute a Loan Document for purposes of the Credit Agreement.





(b)  By its execution below, each Borrower hereby acknowledges and confirms that (i) it does not have any grounds, and hereby agrees not to challenge (or to allege or to pursue any matter,
cause or claim arising under or with respect to), in any case based upon acts or omissions of any Agent, the Security Trustee or any of the Lenders occurring prior to the date hereof or facts otherwise known to it as of the date hereof, the
effectiveness, genuineness, validity, collectibility or enforceability of the Credit Agreement or any of the other Loan Documents, the Obligations, the Liens securing such Obligations, or any of the terms or conditions of any Loan Document and (ii)
it does not possess (and hereby forever waives, remises, releases, discharges and holds harmless the Lenders, the Agents, the Security Trustee and their respective affiliates, stockholders, directors, officers, employees, attorneys, agents and
representatives and each of their respective heirs, executors, administrators, successors and assigns (collectively, the Indemnified Parties) from and against, and agrees not to allege or pursue) any action, cause of action, suit, debt,
claim, counterclaim, cross-claim, demand, defense, offset, opposition, demand and other right of action whatsoever, whether in law, equity or otherwise (which it, all those claiming by, through or under it, or its successors or assigns, have or may
have) against the Indemnified Parties, or any of them, by reason of, any matter, cause or thing whatsoever, with respect to events or omissions occurring or arising on or prior to the date hereof and relating to the Credit Agreement or any of the
other Loan Documents (including, without limitation, with respect to the payment, performance, validity or enforceability of the Obligations, the Liens securing the Obligations or any or all of the terms or conditions of any Loan Document) or any
transaction relating thereto.





5.2    Counterparts.  This Amendment may be
executed by each party to this Amendment upon a separate copy, and in such case one counterpart of this Amendment shall consist of enough of such copies to reflect the signature of all of the parties to this Amendment. This Amendment may be executed
in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Amendment or its terms to produce or account for more than one of such counterparts.





5.3  General.  All references to the Credit Agreement in that document or in any other Loan Document shall mean
the Credit Agreement as amended hereby. Except as expressly provided herein, the execution and delivery of this Amendment does not and will not amend, modify or supplement any provision of, or constitute a consent to or a waiver of any noncompliance
with the provisions of, the Credit Agreement or the other Loan Documents, and, except as specifically provided in this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and
confirmed.





5.4    Construction.  This Amendment is a Loan Document executed
pursuant to the Credit Agreement and shall be construed, administered and applied in accordance with all of the terms and provisions of the Credit Agreement.




3




---

5.5    Governing Law.  This Amendment shall be governed by, construed and enforced
in accordance with the laws of the State of Georgia, without reference to the conflicts or choice of law principles thereof.





5.6    Successors and Assigns.  This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.





[Signatures appear on following pages]







4




---

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers hereunder duly authorized
as of the day and year first written above.





BORROWERS:AHL SERVICES, INC.By:Title:[CORPORATE SEAL]ARGENBRIGHT, INC.By:Title:[CORPORATE SEAL]ARGENBRIGHT HOLDINGS LIMITEDBy:Title:[CORPORATE SEAL]ADI ALPHA HOLDING GMBHBy:Title:[CORPORATE SEAL]




Signature PageSecond Amendment




---

TUJA ZEITARBEIT GMBH & CO. KG, INGOLSTADTBy:Title:[CORPORATE SEAL]AHL EUROPE LIMITEDBy:Title:[CORPORATE SEAL]






---

LENDERS:WACHOVIA BANK, NATIONAL ASSOCIATION,as Administrative Agent, Issuing Bank and LenderBy:Title:WACHOVIA BANK, NATIONAL ASSOCIATION, London Branch,as European Swingline LenderBy:Title:SUNTRUST BANK,as LenderBy:Title:BANK OF AMERICA, N.A.,as LenderBy:Title:






---




FLEET NATIONAL BANK,as LenderBy:Title:DZ BANK AG DEUTSCHE ZENTRALGENOSSENSCHAFTSBANK, FRANKFURT AM MAIN, NEW YORK BRANCH,as LenderBy:Title:By:Title:THE BANK OF NOVA SCOTIA,as LenderBy:Title:SCOTIABANK EUROPE plc,as Lender for Revolving Loans made in Alternative Currencies, as LenderBy:Title:SALOMON BROTHERS HOLDING COMPANY INC.,as
LenderBy:Title:






---

BANK ONE, NA,as LenderBy:Title:SOVEREIGN BANK,as LenderBy:Title:BANK AUSTRIA CREDITANSTALT CORPORATE FINANCE INC.,as LenderBy:Title:By:Title:






---

MIZUHO CORPORATE BANK, LIMITED as
LenderBy:Title:By:Title:BANK LEUMI LE-ISRAEL, B.M., MIAMI AGENCY,as LenderBy:Title:By:Title:U.S. BANK NATIONAL ASSOCIATION, as
LenderBy:Title:By:Title: